Exhibit 10.15 to United Financial Corporation Form 10-K for fiscal year ended December 31, 2005



Exhibit 10.15


REVOLVING LINE OF
CREDIT NOTE



	
 

	
 


	
$1,000,000.00

	
Minneapolis, Minnesota
October 28, 2005






          FOR
VALUE RECEIVED, the undersigned UNITED FINANCIAL CORP. (“Borrower”) promises to
pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its
office at 90 S 7th Street, Minneapolis, Minnesota, or at such other
place as the holder hereof may designate, in lawful money of the United States
of America and in immediately available funds, the principal sum of One Million
Dollars ($1,000,000.00), or so much thereof as may be advanced and be
outstanding, with interest thereon, to be computed on each advance from the
date of its disbursement as set forth herein.


INTEREST:


          (a)          Interest.
The outstanding principal balance of this Note shall bear interest (computed on
the basis of a 360-day year, actual days elapsed) at a rate per annum one and
one-half percent (1.50%) above the Fed Funds Rate in effect from time to time.
The term “Fed Funds Rate” means a fluctuating interest rate per annum set by
Bank at approximately noon each business day as the rate at which funds are
offered to Bank by Federal funds brokers. Borrower understands and agrees that
Bank may base its quotation upon recognized market sources, including such
quotes as are received by Bank from Federal funds brokers of recognized
standing selected by it.


          (b)          Payment
of Interest. Interest accrued on this Note shall be payable on the last day
of each March, June, September and December, commencing December 31, 2005.


          (c)          Default
Interest. From and after the maturity date of this Note, or such earlier
date as all principal owing hereunder becomes due and payable by acceleration
or otherwise, the outstanding principal balance of this Note shall bear
interest until paid in full at an increased rate per annum (computed on the
basis of a 360-day year, actual days elapsed) equal to four percent (4%) above
the rate of interest from time to time applicable to this Note.


BORROWING AND REPAYMENT:


          (a)          Borrowing
and Repayment. Borrower may from time to time during the term of this Note
borrow, partially or wholly repay its outstanding borrowings, and reborrow,
subject to all of the limitations, terms and conditions of this Note and of any
document executed in connection with or governing this Note; provided however,
that the total outstanding borrowings under this Note shall not at any time
exceed the principal amount stated above. The unpaid principal balance of this
obligation at any time shall be the total amounts advanced hereunder by the
holder hereof less the amount of principal payments made hereon by or for any
Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding
principal balance of this Note shall be due and payable in full on November 1,
2006.


          (b)          Advances.
Advances hereunder, to the total amount of the principal sum stated above, may
be made by the holder at the oral or written request of (i) Kurt R. Weise, any
one acting alone, who are authorized to request advances and direct the
disposition of any advances until written notice of the revocation of such
authority is received by the holder at the office designated above, or (ii) any
person, with respect to advances deposited to the credit of


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any deposit account of any
Borrower, which advances, when so deposited, shall be conclusively presumed to
have been made to or for the benefit of each Borrower regardless of the fact
that persons other than those authorized to request advances may have authority
to draw against such account. The holder shall have no obligation to determine
whether any person requesting an advance is or has been authorized by any
Borrower.


          (c)          Application
of Payments. Each payment made on this Note shall be credited first, to any
interest then due and second, to the outstanding principal balance hereof.


EVENTS OF DEFAULT:


          This
Note is made pursuant to and is subject to the terms and conditions of that
certain Credit Agreement between Borrower and Bank dated as of October 30,
2002, as amended from time to time (the “Credit Agreement”). Any default in the
payment or performance of any obligation under this Note, or any defined event
of default under the Credit Agreement, shall constitute an “Event of Default”
under this Note.


MISCELLANEOUS:


          (a)          Remedies.
 Upon the occurrence of any Event of Default, the holder of this Note, at the
holder’s option, may declare all sums of principal and interest outstanding
hereunder to be immediately due and payable without presentment, demand, notice
of nonperformance, notice of protest, protest or notice of dishonor, all of
which are expressly waived by each Borrower, and the obligation, if any, of the
holder to extend any further credit hereunder shall immediately cease and
terminate. Each Borrower shall pay to the holder immediately upon demand the
full amount of all payments, advances, charges, costs and expenses, including
reasonable attorneys’ fees (to include outside counsel fees and all allocated
costs of the holder’s in-house counsel), expended or incurred by the holder in
connection with the enforcement of the holder’s rights and/or the collection of
any amounts which become due to the holder under this Note, and the prosecution
or defense of any action in any way related to this Note, including without
limitation, any action for declaratory relief, whether incurred at the trial or
appellate level, in an arbitration proceeding or otherwise, and including any
of the foregoing incurred in connection with any bankruptcy proceeding
(including without limitation, any adversary proceeding, contested matter or
motion brought by Bank or any other person) relating to any Borrower or any
other person or entity.


          (b)          Obligations
Joint and Several. Should more than one person or entity sign this Note as
a Borrower, the obligations of each such Borrower shall be joint and several.


          (c)          Governing
Law. This Note shall be governed by and construed in accordance with the
laws of the State of Minnesota.


          IN
WITNESS WHEREOF, the undersigned has executed this Note as of the date first
written above.


	
 

	
 


	
UNITED FINANCIAL CORP.


	
   

  
	
By:

	



	
 

	



	
Title:

	
Chairman





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THIRD AMENDMENT TO
CREDIT AGREEMENT


          THIS
AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October
28, 2005, by and between UNITED FINANCIAL CORP., a Minnesota (“Borrower”), and
WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).


RECITALS


          WHEREAS,
Borrower is currently indebted to Bank pursuant to the terms and conditions of
that certain Credit Agreement between Borrower and Bank dated as of October 30,
2002, as amended from time to time (“Credit Agreement”).


          WHEREAS,
Bank and Borrower have agreed to certain changes in the terms and conditions
set forth in the Credit Agreement and have agreed to amend the Credit Agreement
to reflect said changes.


          NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree that the Credit Agreement shall
be amended as follows:


          1.          Section
1.1. (a) is hereby amended by deleting “November 1, 2005” as the last day on
which Bank will make advances under the Line of Credit, and by substituting for
said date “November 1, 2006,” with such change to be effective upon the
execution and delivery to Bank of a promissory note dated as of October 28,
2005 (which promissory note shall replace and be deemed the Line of Credit Note
defined in and made pursuant to the Credit Agreement) and all other contracts,
instruments and documents required by Bank to evidence such change.


	
 

	
 

	
 


	
 

	
2.

	
Section 1.3 is hereby deleted in its entirety, and
  the following substituted therefor: 


	
 

	
 

	
 


	
 

	
 

	
“1.3. COLLATERAL.


	
 

	
 

	
 


	
 

	
 

	
          As
  security for all indebtedness of Borrower to Bank under the Line of Credit,
  Borrower hereby grants to Bank security interests of first priority in 1,000
  shares of Heritage Bank common stock owned by Borrower.


	
 

	
 

	
 


	
 

	
 

	
          All
  of the foregoing shall be evidenced by and subject to the terms of such
  security agreements, financing statements and other documents as Bank shall
  reasonably require, all in form and substance satisfactory to Bank. Borrower
  shall reimburse Bank immediately upon demand for all costs and expenses
  incurred by Bank in connection with any of the foregoing security, including
  without limitation, filing fees and costs of audits.”


	
 

	
 

	
 


	
 

	
3.

	
Section 2.11 is hereby deleted in its entirety, and
  the following substituted


	
therefor:

	
 


	
 

	
 

	
 


	
 

	
 

	
          “SECTION 2.11. BANK SUBSIDIARIES. As of the date of
  this Agreement there are 1,000 shares,of issued and outstanding common voting
  stock in Heritage Bank, of which





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Borrower owns 1,000
  shares. Each bank named herein (and each bank hereafter acquired by Borrower)
  is referred to as a “Bank Subsidiary”).”





          4.          Section
7.2 is hereby amended by deleting the reference to “Correspondent Banking
Minnesota, 6th and Marquette, Minneapolis, MN 55479” as the Bank’s
address, and by substituting in its place “Correspondent Banking Minnesota, 90
S 7th’ Street, Minneapolis, MN 55402”.


          5.          Except
as specifically provided herein, all terms and conditions of the Credit
Agreement remain in full force and effect, without waiver or modification. All
terms defined in the Credit Agreement shall have the same meaning when used in
this Amendment. This Amendment and the Credit Agreement shall be read together,
as one document.


          6.          Borrower
hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of this Amendment there exists no Event of
Default as defined in the Credit Agreement, nor any condition, act or event
which with the giving of notice or the passage of time or both would constitute
any such Event of Default.


          IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.


	
 

	
 

	
 


	
 

	
 

	
WELLS FARGO BANK, 


	
UNITED FINANCIAL CORP:

	
 

	
   NATIONAL ASSOCIATION


	
   

  
	
By: 

	
 

	
By: 


	


	
 

	



	
Title: Chairman

	
 

	
Michael E. Bodeen
 Vice President


	


	
 

	
 





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WELLS FARGO

	
GENERAL
  PLEDGE AGREEMENT


	






1.          GRANT
OF SECURITY INTEREST. For valuable consideration, the undersigned United
Financial Corp., or any of them (“Debtor”), hereby assigns, transfers to and
pledges with WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”), and grants to
Bank a security interest in, all money and property this day delivered to and
deposited with Bank, together with all other money or property heretofore
delivered or which shall hereafter be delivered to or come into the possession,
custody or control of Bank in any manner or for any purpose whatsoever during
the existence of this Agreement (collectively called “Collateral”), and whether
held in a general or special account or deposit for safekeeping or otherwise,
together with whatever is receivable or received when any of the Collateral or
proceeds thereof are sold, collected, exchanged or otherwise disposed of,
whether such disposition is voluntary or involuntary, including without
limitation, (a) all rights to payment, including returned premiums, with
respect to any insurance relating to any of the foregoing, (b) all rights to
payment with respect to any claim or cause of action affecting or relating to
any of the foregoing, and (c) all stock rights, rights to subscribe, stock
splits, liquidating dividends, cash dividends, dividends paid in stock, new
securities or other property of any kind which Debtor is or may hereafter be
entitled to receive on account of any securities pledged hereunder, including
without limitation, stock received by Debtor due to stock splits or dividends
paid in stock or sums paid upon or in respect of any securities pledged
hereunder upon the liquidation or dissolution of the issuer thereof
(hereinafter called “Proceeds”), and in the event that Debtor receives any such
Proceeds, Debtor will hold the same in trust on behalf of and for the benefit
of Bank and will immediately deliver all such Proceeds to Bank in the exact
form received, with the endorsement of Debtor if necessary and/or appropriate
undated stock powers duly executed in blank, to be held by Bank as a part of
the Collateral, subject to all terms hereof.


2.          OBLIGATIONS
SECURED. The obligations secured hereby are the payment and performance of: (a)
all present and future Indebtedness of Debtor to Bank; (b) alt obligations of
Debtor and rights of Bank under this Agreement; and (c) all present and future
obligations of Debtor to Bank of other kinds. The word “Indebtedness” is used
herein in its most comprehensive sense and includes any and all advances,
debts, obligations and liabilities of Debtor, or any of them, heretofore, now
or hereafter made, incurred or created, whether voluntary or involuntary and
however arising, whether due or not due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, and whether Debtor may be liable
individually or jointly, or whether recovery upon such Indebtedness may be or
hereafter becomes unenforceable.


3.          TERMINATION. This Agreement will terminate upon the
performance of all obligations of Debtor to Bank, including without limitation,
the payment of all Indebtedness of Debtor to Bank; and the termination of all
commitments of Bank to extend credit to Debtor, existing at the time Bank
receives written notice from Debtor of the termination of this Agreement.


4.          OBLIGATIONS
OF BANK. Bank has no obligation to make any loans hereunder. Any money received
by Bank in respect of the Collateral may be deposited, at Bank’s option, into a
non-interest bearing account over which Debtor shall have no control, and the
same shall, for all purposes, be deemed Collateral hereunder. Bank’s obligation
with respect to Collateral and Proceeds in its possession shall be strictly
limited to the duty to exercise reasonable care in the custody and preservation
of such Collateral and Proceeds, and such duty shall not include any obligation
to ascertain or to initiate any action with respect to or to inform Debtor of
maturity dates, conversion, call or exchange rights, or offers to purchase the
Collateral or Proceeds, or any similar matters, notwithstanding Bank’s
knowledge of the same. Bank shall have no duty to take any steps necessary to
preserve the rights of Debtor against prior parties, or to initiate any action
to protect against the possibility of a decline in the market value of the
Collateral or Proceeds. Bank shall not be obligated to take any action with
respect to the Collateral or Proceeds requested by Debtor unless such request
is made in writing and Bank determines, in its sole discretion, that the
requested action would not unreasonably jeopardize the value of the Collateral
and Proceeds as security for the Indebtedness. Bank may at any time deliver the
Collateral and Proceeds, or any part thereof, to any Debtor, and the receipt
thereof by any Debtor shall be a complete and full acquittance for the
Collateral and Proceeds so delivered, and Bank shall thereafter be discharged
from any liability or responsibility therefor.


	
 

	
 


	
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5.          REPRESENTATIONS
AND WARRANTIES. Debtor represents and warrants to Bank that: (a) Debtor’s legal
name is exactly as set forth on the first page of this Agreement, and all of
Debtor’s organizational documents or agreements delivered to Bank are complete
and accurate in every respect; (b) Debtor is the owner and has possession or
control of the Collateral and Proceeds; (c) Debtor has the exclusive right to
pledge the Collateral and Proceeds; (d) all Collateral and Proceeds are
genuine, free from liens, adverse claims, setoffs, default, prepayment,
defenses and conditions precedent of any kind or character, except the lien
created hereby or as otherwise agreed to by Bank, or heretofore disclosed by
Debtor to Bank, in writing; (e) all statements contained herein and, where
applicable, in the Collateral, are true and complete in all material respects;
(f) no financing statement covering any of the Collateral or Proceeds, and
naming any secured party other than Bank, exists or is on file in any public
office; and (g) specifically with respect to Collateral and Proceeds consisting
of investment securities, instruments, chattel paper, documents, contracts,
insurance policies or any like property, (i) all persons appearing to be
obligated thereon have authority and capacity to contract and are bound as they
appear to be, and (ii) the same comply with applicable laws concerning form,
content and manner of preparation and execution.


6.          COVENANTS
OF DEBTOR.


6.1          Debtor
Agrees in general: (a) to pay Indebtedness secured hereby when due; (b) to
indemnify Bank against all losses, claims, demands, liabilities and expenses of
every kind caused by property subject hereto; (c) to pay all costs and
expenses, including reasonable attorneys’ fees, incurred by Bank in the
perfection and preservation of the Collateral or Bank’s interest therein and/or
the realization, enforcement and exercise of Bank’s rights, powers and remedies
hereunder; (d) to permit Bank to exercise its powers; (e) to execute and
deliver such documents as Bank deems necessary to create, perfect and continue
the security interests contemplated hereby; (f) not to change its name, and as
applicable, its chief executive office, its principal residence or the
jurisdiction in which it is organized and/or registered without giving Bank
prior written notice thereof; (g) not to change the places where Debtor keeps
any Collateral or Debtor’s records concerning the Collateral and Proceeds
without giving Bank prior written notice of the address to which Debtor is
moving same; and (h) to cooperate with Bank in perfecting all security
interests granted herein and in obtaining such agreements from third parties as
Bank deems necessary, proper or convenient in connection with the preservation,
perfection or enforcement of any of its rights hereunder.


6.2          Debtor
agrees with regard to the Collateral and Proceeds, unless Bank agrees otherwise
in writing: (a) that Bank is authorized to file financing statements in the
name of Debtor to perfect Bank’s security interest in Collateral and Proceeds;
(b) not to permit any security interest in or lien on the Collateral or
Proceeds, except in favor of Bank and except liens in favor of Intermediary to
the extent expressly permitted by Bank in writing; (c) not to sell, hypothecate
or otherwise dispose of, nor permit the transfer by operation of law, of any of
the Collateral or Proceeds or any interest therein, nor withdraw any funds from
any deposit account pledged to Bank hereunder; (d) to keep, in accordance with
generally accepted accounting principles, complete and accurate records
regarding all Collateral and Proceeds, and to permit Bank to inspect the same
and make copies thereof at any reasonable time; (e) if requested by Bank, to
receive and use reasonable diligence to collect Proceeds, in trust and as the
property of Bank, and to immediately endorse as appropriate and deliver such
Proceeds to Bank daily in the exact form in which they are received together
with a collection report in form satisfactory to Bank; (f) in the event Bank
elects to receive payments of Proceeds hereunder, to pay all expenses incurred
by Bank in connection therewith, including expenses of accounting,
correspondence, collection efforts, filing, recording, record keeping and
expenses incidental thereto; (g) to provide any service and do any other acts
which may be necessary to keep all Collateral and Proceeds free and clear of
all defenses, rights of offset and counterclaims; and (h) if the Collateral or
Proceeds consists of securities and so long as no Event of Default exists, to
vote said securities and to give consents, waivers and ratifications with
respect thereto, provided that no vote shall be cast or consent, waiver or
ratification given or action taken which would impair Bank’s interests in the
Collateral and Proceeds or be inconsistent with or violate any provisions of
this Agreement.


7.          POWERS
OF BANK. Debtor appoints Bank its true attorney-in-fact to perform any of the
following powers, which are coupled with an interest, are irrevocable until
termination of this Agreement and may be exercised from time to time by Bank’s
officers and employees, or any of them, whether or not Debtor is in default:
(a) to perform any obligation of Debtor hereunder in Debtor’s name or
otherwise; (b) to notify any person obligated on any



	
 

	
 


	
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security, instrument or other document subject to this
Agreement of Bank’s rights hereunder; (c) to collect by legal proceedings or
otherwise all dividends, interest, principal or other sums now or hereafter
payable upon or on account of the Collateral or Proceeds; (d) to enter into any
extension, modification, reorganization, deposit, merger or consolidation
agreement, or any other agreement relating to or affecting the Collateral or
Proceeds, and in connection therewith to deposit or surrender control of the
Collateral and Proceeds, to accept other property in exchange for the
Collateral and Proceeds, and to do and perform such acts and things as Bank may
deem proper, with any money or property received in exchange for the Collateral
or Proceeds, at Bank’s option, to be applied to the Indebtedness or held by
Bank under this Agreement; (e) to make any compromise or settlement Bank deems
desirable or proper in respect of the Collateral and Proceeds; (f) to insure,
process and preserve the Collateral and Proceeds; (g) to exercise all rights,
powers and remedies which Debtor would have, but for this Agreement, with
respect to all Collateral and Proceeds subject hereto; and (h) to do all acts
and things and execute all documents in the name of Debtor or otherwise, deemed
by Bank as necessary, proper and convenient in connection with the
preservation, perfection or enforcement of its rights hereunder. To effect the
purposes of this Agreement or otherwise upon instructions of Debtor, or any of
them, Bank may cause any Collateral and/or Proceeds to be transferred to Bank’s
name or the name of Bank’s nominee. If an Event of Default has occurred and is
continuing, any or all Collateral and/or Proceeds consisting of securities may
be registered, without notice, in the name of Bank or its nominee, and
thereafter Bank or its nominee may exercise, without notice, all voting and
corporate rights at any meeting of the shareholders of the issuer thereof, any
and all rights of conversion, exchange or subscription, or any other rights,
privileges or options pertaining to such Collateral and/or Proceeds, all as if
it were the absolute owner thereof. The foregoing shall include, without
limitation, the right of Bank or its nominee to exchange, at its discretion,
any and all Collateral and/or Proceeds upon the merger, consolidation, reorganization,
recapitalization or other readjustment of the issuer thereof, or upon the
exercise by the issuer thereof or Bank of any right, privilege or option
pertaining to any shares of the Collateral and/or Proceeds, and in connection
therewith, the right to deposit and deliver any and all of the Collateral
and/or Proceeds with any committee, depository, transfer agent, registrar or
other designated agency upon such terms and conditions as Bank may determine.
All of the foregoing rights, privileges or options may be exercised without
liability on the part of Bank or its nominee except to account for property
actually received by Bank. Bank shall have no duty to exercise any of the
foregoing, or any other rights, privileges or options with respect to the
Collateral or Proceeds and shall not be responsible for any failure to do so or
delay in so doing.


8.          PAYMENT
OF PREMIUMS, TAXES, CHARGES, LIENS AND ASSESSMENTS. Debtor agrees to pay, prior
to delinquency, all insurance premiums, taxes, charges, liens and assessments
against the Collateral and Proceeds, and upon the failure of Debtor to do so,
Bank at its option may pay any of them and shall be the sole judge of the
legality or validity thereof and the amount necessary to discharge the same.
Any such payments made by Bank shall be obligations of Debtor to Bank, due and
payable immediately upon demand, together with interest at a rate determined in
accordance with the provisions of this Agreement, and shall be secured by the
Collateral and Proceeds, subject to all terms and conditions of this Agreement.


9.          EVENTS
OF DEFAULT. The occurrence of any of the following shall constitute an “Event
of Default” under this Agreement: (a) any default in the payment or performance
of any obligation, or any defined event of default, under (i) any contract or
instrument evidencing any Indebtedness, or (ii) any other agreement between
Debtor and Bank, including without limitation any loan agreement, relating to
or executed in connection with any Indebtedness; (b) any representation or
warranty made by Debtor herein shall prove to be incorrect, false or misleading
in any material respect when made; (c) Debtor shall fail to observe or perform
any obligation or agreement contained herein; (d) any impairment of the rights
of Bank in any Collateral or Proceeds or any attachment or like levy on any
property of Debtor; and (e) Bank, in good faith, believes any or all of the
Collateral and/or Proceeds to be in danger of misuse, dissipation, commingling,
loss, theft, damage or destruction, or otherwise in jeopardy or unsatisfactory
in character or value.


10.          REMEDIES.
Upon the occurrence of any Event of Default, Bank shall have the right to
declare immediately due and payable all or any Indebtedness secured hereby and
to terminate any commitments to make loans or otherwise extend credit to
Debtor. Bank shall have :all other rights, powers, privileges and remedies
granted to a secured party upon default under the Minnesota Uniform Commerical Code or otherwise provided by law,
including without limitation, the right (a) to contact all persons obligated to
Debtor on any


	
 

	
 


	
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Collateral or Proceeds and to instruct such persons to
deliver all Collateral and/or Proceeds directly to Bank, and (b) to sell,
lease, license or otherwise dispose of any or all Collateral. All rights,
powers, privileges and remedies of Bank shall be cumulative. No delay, failure
or discontinuance of Bank in exercising any right, power, privilege or remedy
hereunder shall affect or operate as a waiver of such right, power, privilege
or remedy; nor shall any single or partial exercise of any such right, power,
privilege or remedy preclude, waive or otherwise affect any other or further
exercise thereof or the exercise of any other right, power, privilege or
remedy. Any waiver, permit, consent or approval of any kind by Bank of any
default hereunder, or any such waiver of any provisions or conditions hereof,
must be in writing and shall be effective only to the extent set forth in
writing. It is agreed that public or private sales or other dispositions, for
cash or on credit, to a wholesaler or retailer or investor, or user of property
of the types subject to this Agreement, or public auctions, are all
commercially reasonable since differences in the prices generally realized in
the different kinds of dispositions are ordinarily offset by the differences in
the costs and credit risks of such dispositions.


While an Event of Default exists: (a) Debtor will not
dispose of any Collateral or Proceeds except on terms approved by Bank; (b)
Bank may appropriate the Collateral and apply all Proceeds toward repayment of
the Indebtedness in such order of application as Bank may from time to time
elect; (c) Bank may, at any time and at Bank’s sole option, liquidate any time
deposits pledged to Bank hereunder, whether or not said time deposits have
matured and notwithstanding the fact that such liquidation may give rise to
penalties for early withdrawal of funds; and (d) at Bank’s request, Debtor will
assemble and deliver all books and records pertaining to the Collateral or
Proceeds to Bank at a reasonably convenient place designated by Bank. For any
Collateral or Proceeds consisting of securities, Bank shall have no obligation
to delay a disposition of any portion thereof for the period of time necessary
to permit the issuer thereof to register such securities for public sale under
any applicable state or Federal law, even if the issuer thereof would agree to
do so. Debtor further agrees that Bank shall have no obligation to process or
prepare any Collateral for sale or other disposition.


11.          DISPOSITION
OF COLLATERAL AND PROCEEDS; TRANSFER OF INDEBTEDNESS. In disposing of
Collateral hereunder, Bank may disclaim all warranties of title, possession,
quiet enjoyment and the like. Any proceeds of any disposition of any Collateral
or Proceeds, or any part thereof, may be applied by Bank to the payment of
expenses incurred by Bank in connection with the foregoing, including
reasonable attorneys’ fees, and the balance of such proceeds may be applied by
Bank toward the payment of the Indebtedness in such order of application as
Bank may from time to time elect. Upon the transfer of all or any part of the
Indebtedness, Bank may transfer all or any part of the Collateral or Proceeds
and shall be fully discharged thereafter from all liability and responsibility
with respect to any of the foregoing so transferred, and the transferee shall
be vested with all rights and powers of Bank hereunder with respect to any of
the foregoing so transferred; but with respect to any Collateral or Proceeds
not so transferred Bank shall retain all rights, powers, privileges and
remedies herein given.


12.          STATUTE
OF LIMITATIONS. Until all Indebtedness shall have been paid in full and all
commitments by Bank to extend credit to Debtor have been terminated, the power
of sale or other disposition and all other rights, powers, privileges and
remedies granted to Bank hereunder shall continue to exist and may be exercised
by Bank at any time and from time to time irrespective of the fact that the
Indebtedness or any part thereof may have become barred by any statute of
limitations, or that the personal liability of Debtor may have ceased, unless
such liability shall have ceased due to the payment in full of all Indebtedness
secured hereunder.


13.          MISCELLANEOUS.
When there is more than one Debtor named herein: (a) the word “Debtor” shall
mean all or any one or more of them as the context requires; (b) the
obligations of each Debtor hereunder are joint and several; and (c) until all
Indebtedness shall have been paid in full, no Debtor shall have any right of
subrogation or contribution, and each Debtor hereby waives any benefit of or
right to participate in any of the Collateral or Proceeds or any other security
now or hereafter held by Bank. Debtor hereby waives any right to require Bank
to (i) proceed against Debtor or any other person, (ii) proceed against or
exhaust any security from Debtor or any other person, (iii) perform any
obligation of Debtor with respect to any Collateral or Proceeds, and (d) make
any presentment or demand, or give any notice of nonpayment or nonperformance,
protest, notice of protest or notice of dishonor hereunder or in connection
with any Collateral or Proceeds. Debtor further waives any right to direct the
application of payments of security for any Indebtedness of Debtor or
indebtedness of customers of Debtor.



	
 

	
 


	
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14.          NOTICES.
All notices, requests and demands required under this Agreement must be in writing,
addressed to Bank at the address specified in any other loan documents entered
into between Debtor and Bank and to Debtor at the address of its chief
executive office (or principal residence, if applicable) specified below or to
such other address as any party may designate by written notice to each other
party, and shall be deemed to have been given or made as follows: (a) if
personally delivered, upon delivery; (b) if sent by mail, upon the earlier of
the date of receipt or 3 days after deposit in the U. S. mail, first class and
postage prepaid; and (c) if sent by telecopy, upon receipt.


15.          COSTS,
EXPENSES AND ATTORNEYS’ FEES. Debtor shall pay to Bank immediately upon demand
the full amount of all payments, advances, charges, costs and expenses,
including reasonable attorneys’ fees (to include outside counsel fees and all
allocated costs of Bank’s in-house counsel), expended or incurred by Bank in
exercising any right, power, privilege or remedy conferred by this Agreement or
in the enforcement thereof, whether incurred at the trial or appellate level,
in an arbitration proceeding or otherwise, and including any of the foregoing
incurred in connection with any bankruptcy proceeding (including without
limitation, any adversary proceeding, contested matter or motion brought by
Bank or any other person) relating to Debtor or in any way affecting any of the
Collateral or Bank’s ability to exercise any of its rights or remedies with
respect thereto. All of the foregoing shall be paid by Debtor with interest
from the date of demand until paid in full at a rate per annum equal to the
greater of ten percent (10%) or Bank’s Prime Rate in effect from time to time,
but not in excess of the maximum rate permitted under applicable Minnesota law.


16.          SUCCESSORS;
ASSIGNS; AMENDMENT. This Agreement shall be binding upon and inure to the
benefit of the heirs, executors, administrators, legal representatives,
successors and assigns of the parties, and may be amended or modified only in
writing signed by Bank and Debtor.


17.          SEVERABILITY
OF PROVISIONS. If any provision of this Agreement shall be held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or any remaining provisions of this Agreement.


18.          GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with the
laws of the State of Minnesota.


Debtor warrants that Debtor is an organization
registered under the laws of Minnesota.


Debtor warrants that its chief executive office (or
principal residence, if applicable) is located at the following address: 120 1st Avenue N., Great Falls, MT
59401-2559


IN WITNESS WHEREOF, this Agreement has been duly
executed as of October 28, 2005.


	
United Financial Corp.


	
 

	
 


	
By:

	



	


	



	
Title:

	
Chairman








	
 

	
 


	
SECAAGMT.MN (04/05)
04051, #9187138284

	
20051026024 / Page 5